Edgar Filing: CHARMING SHOPPES INC

investorpresapr282008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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CHARMING SHOPPES, INC.

(Name of registration as specified in its charter)

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PROXY COMMUNICATION STATEMENT:

On April 2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the 2008 Annual Meeting of Shareholders of Charming Shoppes, Inc., and began the process of mailing the definitive proxy statement and a GOLD proxy card to shareholders. Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’ proxy statement as it contains important information. Shareholders may obtain an additional copy of Charming Shoppes’ definitive proxy statement and any other documents filed by Charming Shoppes with the SEC for free at the SEC’s website at http://www.sec.gov. Copies of the definitive proxy statement are available for free at Charming Shoppes’ website at http://www.charmingshoppes.com. In addition, copies of Charming Shoppes’ proxy materials may be requested at no charge by contacting MacKenzie Partners, Inc. at 1-800-322-2885 or via email at charming@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Charming Shoppes’ shareholders is available in Charming Shoppes’ definitive proxy statement filed with SEC on April 2, 2008.

Investor Presentation

Charming Shoppes, Inc.

April 2008

This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial

condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ

materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to consummate our

identified strategic solution for our non-core misses apparel catalog titles and the refinancing of certain real estate assets, the

failure to effectively implement our planned cost and capital budget reduction plans, the failure to effectively implement the
Company's plans for consolidation of the Catherines Plus Sizes brand, a new organizational structure and enhancements in
the Company's merchandise and marketing, the failure to generate a positive response to the Company's new Lane Bryant

catalog and the Lane Bryant credit card program, the failure to implement the Company's business plan for increased

profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to successfully implement

the Company's expansion of Cacique through new store formats, the failure to achieve improvement in the Company's

competitive position, adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects,

declining response rates to catalog offerings, the failure to maintain efficient and uninterrupted order-taking and fulfillment in

our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions,
economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store

locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial

instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized

distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of

either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties,

are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended February 2, 2008 and other Company filings with the Securities and Exchange Commission.

Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes

make it clear that any projected results expressed or implied therein will not be realized.

Forward-Looking Statements

Dorrit J. Bern
Chairman, CEO and President

Eric M. Specter
Executive Vice President and CFO

Steven R. Wishner
Sr. Vice President, Finance

Katherine M. Hudson
Lead Independent Director

Key Messages

• Charming Shoppes is committed to being the leader in women’s plus-size
apparel, and our focused multi-brand, multi-channel strategy is the right
plan to create long-term shareholder value

• Charming Shoppes has in place a highly-experienced Board and
management team with significant retail industry expertise to implement
our strategic plan

• Charming Shoppes’ Board and management team have a proven record of
navigating challenging retail and economic environments and repositioning
the Company to gain market share and grow profitability

• The dissident’s nominees have limited relevant experience, bring no new
ideas to Charming Shoppes, and if elected, would advance a short-term
financial reengineering scheme that would disrupt the implementation of
our strategy and undermine the future growth of the Company

(1) Source: AOA Overweight Prevalence.

We Are Synonymous With Plus-Sizes

• We are a multi-brand, multi-channel women’s apparel retailer, leaders in
specialty plus-sizes, with $3 billion in annual sales

> 74%, or $2.2 billion in plus-related sales

• We serve the plus market through our multiple brands:

> Lane Bryant

> Fashion Bug

> Catherines Plus Sizes

• The average size of American women is 14

• Our brands serve 62%(1) of America’s female population

(1) Derived From NPD Group Data and Company information.

We Are Synonymous With Plus-Sizes

• Lane Bryant is the leading brand in women’s plus apparel

• We are the fit authority in women’s plus apparel

• No other retailer or firm possesses as much expertise and knowledge as
we do in women’s plus apparel

> We hold the #1 market position in women’s specialty plus apparel, with
approximately 40% share(1)

> We hold the #2 market position across all venues selling women’s plus apparel,
with approximately 10% share(1)

> We achieved these market leading positions through both core and acquisition
growth

Catherines
Shoe Catalog

2000

2005

2001

2006

2007

1999

Fashion
Bug
1996

G R O W P L U S

Channel Expansion

Outlets
Open

Lane Bryant
Catalog

Acquisition of
Crosstown
Traders

Acquisition of
Catherines
Plus Sizes

Acquisition of
Lane Bryant
Retail Stores (1)

Acquisition of
Modern
Woman Plus

Acquisition of
alight.com Plus

(1) In 2001, Acquisition of Lane Bryant excluded catalog naming rights, which reverted to Lane Bryant in 2007.

Strategy: Become The Leader In
Women’s Plus Apparel

• In 1996, we began to reposition Charming Shoppes to be the women’s
specialty plus apparel leader

History of Managing Through
Economic Downturns

• During the 2002 / 2003 economic downturn, we took the following actions:

> Refocused merchandising and store execution at all brands

> Controlled inventory

> Reduced overhead costs

> Conserved cash

• …and over the next several years, we successfully returned the business
to growth and enhanced profitability…

> Increased the top-line from $2.3 billion to $3.1 billion

> Increased operating margins from 3.2% to 5.6%

> Achieved a 33% operating earnings CAGR

> Culminated in record sales and earnings in 2006

Stock Price Performance (2/1/03 - 1/28/06)

(1) Index includes Ann Taylor, Cato, Chico’s, Christopher & Banks, Deb Shops and Dress Barn. Deb Shops share price measured from March 2003 to close of Lee Equity’s
acquisition in October 2007.

+275%

+50%

+231%

Peers (1)

CHRS

S&P 500

Shareholder Value Creation Following the
2002 / 2003 Economic Downturn

• 275% share price appreciation in the
three fiscal years following the
downturn

• Rebound in women’s specialty
apparel is a leading indicator to an
improving economy

• Demonstrates our ability to manage
through difficult times, position the
Company for increased profitability
and create shareholder value over
the long-term

(1) Excludes the impairment of goodwill and intangible assets and restructuring charges recorded in the fourth quarter of 2007. Please refer to http://phx.corporate-
ir.net/phoenix.zhtml?c=106124&p=irol-audioarchives for a GAAP to non-GAAP reconciliation.

	1st Half 2007	2nd Half 2007(1)	2007(1)
Sales	$1.6 billion	$1.4 billion	$3.0 billion
Income from Operations	$71.2 million	$(37.6) million	$33.6 million
EPS	$0.34	$(0.18)	$0.16

Macro-Economic and
Business Performance Shifts

• Following a year of record sales and earnings in 2006, we entered 2007
with much optimism about our proven growth strategy and planned the
business accordingly

• During the 1st half of 2007, we continued to meet our objectives

• Mid-2007, with a significant economic downturn, our performance changed
sharply

(1) Source: The Conference Board.

Current Economic Downturn

• 2007 was the worst Christmas season in 20 years

• The Consumer Confidence Expectations Index(1) is now at a 35-year low
(December 1973, 45.2)

> 42% of Americans believe we are in a recession; 46% believe we are on the
way

> Escalating Food Costs, Record Food Stamp Recipients, Credit Crisis, Energy
Costs, Weakening Housing Market - all leading to less disposable income

• Our customer - The Plus Apparel Consumer - falls in the heart of where
America is being economically impacted

• The result: declining discretionary spending has led to significant
decreases in retail traffic

Stock Price Performance (6/1/07 - 2/1/08)

(1) Index includes Ann Taylor, Cato, Chico’s, Christopher & Banks, Deb Shops and Dress Barn. Deb Shops share price measured from March 2003 to close of Lee Equity’s
acquisition in October 2007.

Indexed Price (%)

(46%)

(9%)

(47%)

CHRS

Peers (1)

S&P 500

Recent Downturn Remains a Challenge for
Specialty Apparel Companies

• Our stock price performance during
this period has been in-line with our
peers in the retail apparel sector

• Through a series of recently
announced initiatives, we are
positioning Charming Shoppes for
growth when the current retail
downturn abates

2008: Managing Through The
Downturn

• As in 2002 / 2003, we have taken a number of actions:

> Streamlined operations

> Eliminated 13% of corporate positions

> Closing 150 underperforming stores

> Reduced inventory by 19% on a same-store basis

> Resulting in $28 million in planned annualized cost savings

2008: Managing Through The
Downturn

• Increasing financial flexibility and liquidity

> We have made “conserving cash” a priority during the downturn

> We have identified further capital budget reductions, resulting in a total reduction
of $63 million for FY2009, a decrease of nearly 50% compared to FY2008

> We have announced planned refinancing of certain real estate assets to
capitalize on the ability to generate additional meaningful cash resources

> We are exploring strategic alternatives for our non-core misses apparel
catalogs, including the possible sale of our non-core misses apparel catalogs

> Temporarily suspended share repurchase program

Current Revenue Mix

Lane Bryant Brand Contributing More
Than 45% Of Total Revenues

Revenue Mix Goal

Key Strategic Objectives

• Leveraging our leading market share position in women’s plus apparel

• Growing our core brands through multiple channels

• Shifting the mix to higher operating margin businesses, while growing our revenues in our core
brands

Merchandise and Marketing Initiatives

Lane Bryant: Primary Growth Catalyst and
Focus of Our Capital Investments

Growing EBITDA Margins(1)

2003

7.8%

2006

12.8%

Increasing Sales Over the Past Three Years(2)

(3)

(1) Excludes corporate allocations.

(2) 2006 and 2007 figures include sales from Lane Bryant Outlet.

(3) 2006 consisted of 53 weeks.

2007

9.8%

•Average of $43 million in capital expenditures over
each of the last three years

• Drive bottoms growth through "Fit" expertise

> Expanded Right Fit by Lane Bryant™ from
denim to career pants

• Expanded intimate apparel offerings

> Product innovation - primarily in bras

• Additional national brands in intimate apparel

• Expanding on the new proprietary credit with
rewards program

• Recently launched Lane Bryant Catalog

• Launched Lane Bryant Outlet

• Grow e-commerce sales in excess of 20%
annually

• Leverage cross-brand inventory

• Utilize Customer Relationship Management
(CRM) for targeted direct mail

Growing EBITDA Margins(1)

Merchandise and Marketing Initiatives

(1) Excludes corporate allocations.

(2) Source: AOA Overweight Prevalence.

2003

7.6%

2006

14.6%

2007

13.4%

Catherines:

Improved Margins, Poised For Growth

• Maximize extended-size expertise (sizes 24
-32) to serve this customer demographic
across the catalog, e-commerce and store
channels

• 62% of American women are overweight(2)

• 34% of American women are considered
obese(2)

• Average of $7 million in capital
expenditures over each of the last three
years

• Launch the “Liz & Me Platinum” line of
casual/career bridge sportswear

• Intimate apparel expansion: adding sizes

• Increased penetration in social separates

• Expanding Right Fit by Catherines™ into
career bottoms assortments

• Intensify our career and dress businesses to
reflect emerging fashion trends

• Grow e-commerce sales in excess of 20%
annually

• Leverage cross-brand inventory

• Utilize Customer Relationship Management
(CRM) for targeted direct mail

Merchandise and Marketing Initiatives

Fashion Bug:

Delivering Strong Cash Flows

Fashion Bug Free Cash Flow Generation(1)

($mm)

EBITDA Margins(2)

(1) Free cash flow calculated as EBITDA minus Capital Expenditures.

(2) Excludes corporate allocations.

2003

10.5%

2006

9.8%

2007

6.1%

•Average of $13 million in capital expenditures over
each of the last three years

• Despite a challenging 2007, Fashion Bug
generated healthy cash flows

• Expand the presence and space allocated to
plus apparel

• Expand “The Scene”, a junior plus shop, to
500 stores

• This Fall, we will launch Right Fit denim
program

• Increase the intimate apparel plus offerings
to serve our plus customer with additional
sizes

• Highlight more fashion merchandise
categories in our direct mail

• Grow e-commerce sales in excess of 20%
annually

• Leverage cross-brand inventory

• Utilize Customer Relationship Management
(CRM) for targeted direct mail

Note: Store growth includes Lane Bryant Outlets beginning in 2005.

Lane Bryant New Store Performance

Lane Bryant Store Growth

	Single Front Strip Center
Sales per Store	$1,100,000
EBITDA	$192,000
% Margin	17.5%
Investment	$261,000
Cash-on-Cash ROI	73.6%
ROIC	18.5%

Capital Expenditures Focused on
Core High-Return Businesses

• Capital allocation decisions are dictated by
our highest-return opportunities

> Focus on relocations to strip and lifestyle
centers, which offer greater ROI

• Increased sales, lower cost structure and
lower initial investment

• 75% of capital expenditures devoted to Lane
Bryant, our most profitable brand

• Recent initiatives to decrease overall level of
capital expenditures by $63 million for
FY2009

> Results in a total reduction of nearly 50%
compared to FY2008

(1) *Source: Forrester Research (WSJ 09/03/04) and Charming Shoppes’ Research

Crosstown Traders

• Acquired the necessary infrastructure and catalog experience:

> In anticipation of the reversion of the naming rights to the Lane Bryant Catalog

> To be able to execute our tri-channel strategy and address how women shop today:

• Stores, E-commerce, Catalog

• Majority of women’s specialty retailers are tri-channel

> Multi-channel shoppers are the most loyal, most productive customers(1)

• Business performance in 2005 and 2006

> Integration took longer than planned

> Execution missteps in the consolidation of our apparel catalog titles

> Unanticipated increases in postage, paper and print costs

• In 2007, repositioned catalog business to support our multi-channel strategy for our core
brands

> Launched Catherines Shoe Catalog and Lane Bryant Catalog

• Future Plans include Catherines Apparel Catalog and Fashion Bug Plus Catalog

• We are exploring strategic alternatives for our non-core misses apparel catalogs, including
the possible sale of our non-core misses apparel catalogs

Proprietary Credit Program Profit Contribution

% of Average

Managed
Receivables

8.9% 10.0% 8.9%

($mm)

(1) Company Information.

Proprietary Credit Program:
A Consistent Source of Profitability and
A Critical Component to Brand Strategy

• Proprietary credit card program is a strategic
asset, a highly compelling promotional
vehicle, and a strong profit contributor:

> A critical component of executing our brands’
merchandise and targeted marketing
strategies

> The majority of our marketing efforts are
through direct mail, primarily targeted to our
credit customer

> Engendering customer loyalty and repeat
business

> Higher spend (2X the cash customer) and
profit contribution per customer

> 1/3rd of our revenues represented by
proprietary credit

> 14%(1) of American women carry one of our
cards

• Previously utilized a third-party provider, with
unsatisfactory results

Name	Title	At CHRS	Retail Experience
Dorrit Bern	Chairman, CEO and President	13 Years	35 Years
Eric Specter	Executive Vice President and CFO	25 Years	25 Years
Joe Baron	Executive Vice President and COO	6 Years	39 Years
Colin Stern	Executive Vice President and General Counsel	19 Years	19 Years
James Bloise	Executive Vice President, Supply Chain	6 Years	30 Years
LuAnn Via	President, Lane Bryant	2 Years	34 Years
Lori Twomey	President, Crosstown Traders	1 Year	23 Years


4	Internal promotions
3	Became CEO of another retailer
3	Replaced related to performance

13-Year History: Divisional Management Changes

Average Retail Experience is 30 Years

Average Executive Tenure with Charming Shoppes is 10 Years

Management Experience

Corporate Governance:
Executive Compensation Discipline

• Our Board of Directors is committed to aligning executive compensation with shareholder
interests

• Compensation packages are determined by the Compensation Committee, comprised
solely of independent directors, in consultation with an independent compensation
consultant and outside legal counsel

• Independent compensation consultant validated our practices against retail peer group

• Benchmarked our compensation to be in the 50th to 75th percentile of our peer group

• Most recent CEO contract completed in December 2007:

> Includes heavier weighting to performance-based compensation (67%) and the introduction of
relative TSR (Total Shareholder Return) as the key metric for performance-based compensation

> Reduced perquisites and limited tax gross-ups

> Adjusted base compensation (equivalent of 3.4% annual increase since CEO joined company)

> Eliminated evergreen provision and signing bonus

(1) Represents top 5 officers.

(2) Source: Pearl Meyer & Partners.

Compensation is Actively Adjusted
Based on Performance

2005

2006

2007

2004

Corporate Governance:
Executive Compensation

• Executive compensation is aligned with
operating performance and total returns to
our shareholders

• During 2007, the Company reported
declining business results, and
executive compensation was impacted
accordingly

> Total CEO compensation declined 36%
from prior year

> Total compensation for top 5 officers
declined 31% from prior year

• Charming Shoppes ranks 13 out of a
peer group of 23 companies (at the
median) in total compensation paid to
top 5 executives(2)

• Our Board has the necessary depth and breadth of expertise in areas that are critical to the
continued success of the Company

• Our Board members are highly skilled in public company leadership, retail, marketing, operating,
finance, accounting, governance and overall executive management

• Charming Shoppes’ Chairman,
CEO and President

• Led Charming Shoppes since
August 1995

• Retail apparel industry experience
spans 35 years

Dorrit Bern -

A Retailer

• Former Chairman and CEO, and a
current director of Jo-Ann Stores, a
leading U.S. retailer

• Serves on Charming Shoppes’
Corporate Governance and
Nominating and Finance
Committees

• Retail industry experience spans
30 years

Alan Rosskamm -

A Retailer

• Former Senior Vice President and
Chief Integration Officer of Sprint
Corporation

• Former Vice President, Finance
and Expense Control for Macy’s
Midwest

• Serves on Charming Shoppes’
Audit and Finance Committees

M. Jeannine Strandjord -

A Former Retail Finance Executive

Our Qualified Board Nominees

• Our existing directors, nominated for re-election, have extensive public company experience as
well as retail industry backgrounds

Focused on Corporate Governance

• 7 of our 8 directors are considered independent by NASDAQ Marketplace
Rules standards

• No related-party transactions with independent board members

• All directors have extensive management and/or leadership experience

> The average tenure of management and leadership experience is >25 years

• Board is actively involved in overseeing the business

> Frequent meetings and discussions

> 9 full board meetings, 33 committee meetings in 2007

> Committees are empowered to provide direction and proper oversight

• Our CGQ® as of April 1st is better than 81.6% of S&P 400 companies and
90.9% of Retailing companies

Name / Committee(s)	Retail and Other Experience	Background	Years Served On CHRS Board
Dorrit Bern • Administration (C)	Charming Shoppes: 13 years Sears: 8 years Bon Marché: 10 years Joske’s: 4 years	• Current Chairman and CEO - Charming Shoppes • Director - OfficeMax • Director - Southern Company	13
Alan Rosskamm • Corporate Governance and Nominating, Finance, Administration	Jo-Ann Stores: 30 years	• Former Chairman and CEO - Jo-Ann Stores • Director - Jo-Ann Stores • Adviser to retailer Pet-Sense, Inc.	16
Pamela Davies • Compensation, Corporate Governance and Nominating	Queens University of Charlotte: 6 years	• President - Queens University of Charlotte • Former Dean - McColl School of Business, Queens University of Charlotte • Former Professor of Management - Drexel University • Director - C & D Technologies • Director - Sonoco Products Company	10
Charles Hopkins • Audit (C), Finance	KPMG: 33 years	• Former Audit Partner and SEC Reviewing Partner - KPMG, LLP • Former Managing Partner - KPMG, LLP Philadelphia Business Unit	9
Katherine Hudson • Compensation (C), Audit, Administration, Lead Independent Director	Brady Corporation: 9 years	• Former Chairman and CEO - Brady Corporation • Former Director - Brady Corporation • Former Vice President - Eastman Kodak Company •	8

Seasoned Board of Directors

Name / Committee(s)	Retail and Other Experience	Background	Years Served On CHRS Board
William Albertini • Finance (C), Compensation	Bell Atlantic: 32 years	• Former Executive Vice President and CFO - Bell Atlantic • Former Director - Bell Atlantic • Director - BlackRock • Director - Triumph Group • Director - Airgas	5
Yvonne Curl • Corporate Governance and Nominating (C), Audit	Avaya: 4 years Xerox: 24 years	• Former Chief Marketing Officer - Avaya • Former Senior Vice President and General Manager, Public Sector, Worldwide - Xerox • Director - Nationwide Mutual Insurance Company • Director - HealthSouth Corporation • Director - Welch Allyn Inc.	4
M. Jeannine Strandjord • Audit, Finance	Sprint Corporation: 20 years Macy’s: 4 years	• Former Senior Vice President and Chief Integration Officer - Sprint • Former Vice President, Finance and Expense Control - Macy’s Midwest • Director - DST Systems • Director - Euronet Worldwide • Director - Investment companies that are part of American Century Funds	2

• We are a leading women’s apparel retailer

• 63% of our Board members are female, placing us in the highest 1% of Fortune 1000 companies for gender diversity

Seasoned Board of Directors (cont’d)

• Crescendo and Myca have offered only short-sighted financial tactics that we believe are not aligned with long-
term value creation

> Dissidents have not proposed any new ideas

> Lack the experience that is necessary to navigate through the current retail environment

• Glass, Lewis & Co.
recommends WITHHOLD

• President of a small hedge fund

• No management experience

• Limited Board experience

• No retail or consumer
experience

Robert Frankfurt

• Majority of retail experience is
with companies in restructuring
or Chapter 11 phase

• No experience as a senior
executive of a public company

• No Board experience

Michael Appel

• Glass, Lewis & Co.
recommends WITHHOLD

• No management or operating
experience

• Limited understanding of retail

• Recently became a Board
member of a Charming Shoppes
competitor

• History of being disruptive,
divisive and self-serving as a
Board member

Arnaud Ajdler

Dissident’s Nominees Lack
Experience

• The three directors nominated by Crescendo and Myca have no substantial public company retail experience

Charming Shoppes’ Strategies

Dissident’s Strategies

Short-Term Strategies

• Has a highly-qualified management team
and Board in place that has significant
experience in retail, marketing and
operations

• Focused strategy to grow its leading
position in plus sizes through its core
brands

• Leverage its multi-channel strategy to
expand the customer base of its core
brands through catalog, E-commerce and
retail stores

• Retain financial flexibility by conserving
cash to manage through a difficult
environment

• Do not have a strategy other than the sale
of assets (i.e. catalog businesses, credit
operations) using the proceeds, combined
with cash, to buy back a significant
amount of shares

• Will disrupt Charming Shoppes’ plan to
build long-term value for its shareholders

• Risking the viability of the Company by
reducing its financial flexibility in a weak
economic environment

Dissident’s Strategies

• Leverage plus-apparel expertise through
multi-brand, multi-channel strategy

• Focus on Merchandising and Marketing

• Improve operating margins through mix
and focus on Lane Bryant as growth
catalyst

• Disciplined capital allocation process

• Maintain strong balance sheet

Charming Shoppes’ Strategies

Long-Term Strategies

In Summary

• Charming Shoppes is committed to being the leader in women’s plus-size
apparel, and our focused multi-brand, multi-channel strategy is the right
plan to create long-term shareholder value

• Charming Shoppes has in place a highly-experienced Board and
management team with significant retail industry expertise to implement
our strategic plan

On April 2, 2008, Charming Shoppes, Inc. filed a definitive proxy statement with the Securities and Exchange
Commission (“the SEC”) in connection with the 2008 Annual Meeting of Shareholders of Charming Shoppes,
Inc. and began the process of mailing its definitive proxy statement and a GOLD proxy card to shareholders.
Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’ proxy statement as it
contains important information. Shareholders may obtain an additional copy of Charming Shoppes’ definitive
proxy statement and any other documents filed by Charming Shoppes with the SEC for free at the SEC’s
website, www.sec.gov, or at Charming Shoppes’ website at www.charmingshoppes.com. In addition, copies of
Charming Shoppes’ proxy materials may be requested at no charge by contacting MacKenzie Partners, Inc. at
1-800-322-2885 or via email at charming@mackenziepartners.com. Detailed information regarding the names,
affiliations and interests of individuals who are participants in the solicitation of proxies of Charming Shoppes’
shareholders is available in Charming Shoppes’ definitive proxy statement filed with the Securities and
Exchange Commission on April 2, 2008.

Proxy Communication Statement: